Terms of Use.

01Welcome

Welcome, and thank you for your interest in [Company legal name], [Registered address] (“Midium,” “Company,” “we,” or “us”) and our website at [website address], along with our related websites, hosted applications, downloadable applications and other services provided by us (collectively, the “Service”). These Terms of Use are a legally binding contract between you and Midium regarding your use of the Service.

BY UPLOADING A FILE, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MIDIUM’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.

02Service overview

The Service offers AI-driven music tools that, among other things, enable users to separate an audio file into its parts (such as drums, bass, piano, vocals and other instruments) and to automatically transcribe those parts into MIDI, sheet music and other digital formats (e.g., MusicXML) (“Output”). Separated parts are delivered as audio files (“Stems”), which are also Output.

03Eligibility

You must be at least 18 years old to use the Service. If you are under 18 but at least 13 years old, you may use the Service only with the consent and under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms on behalf of a minor, you are fully responsible for the minor’s use of the Service. By agreeing to these Terms, you represent and warrant to us that:

• you are at least 18 years old, or at least 13 years old with the consent of a parent or legal guardian;
• you have not previously been suspended or removed from the Service;
• your use of the Service is in compliance with any and all applicable laws and regulations;
• you are not located in a country, and are not listed on any list of prohibited or restricted parties, subject to sanctions that apply to Midium; and
• if you are a parent or legal guardian consenting on behalf of a minor, you have read and understood these Terms and agree to be bound by them on behalf of such minor.

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

04Accounts and registration

You can convert and download without an account. If you choose to sign in, you do so with your email address: we send you a one-time code and a link to confirm it, and there is no password. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date. You are solely responsible for maintaining the security of your email account and of the devices you sign in on, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [contact email].

05Free use

The Service is currently free to use. We may set reasonable limits, for example on the number of tracks, track length or file size, and limits can change. If we introduce paid features, we will describe them and their price before you pay for anything, and the payment terms that apply will be added to these Terms.

06Licenses

Limited license

Subject to your complete and ongoing compliance with these Terms, Midium grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any downloadable application associated with the Service (such as a plug-in for your music software) on a device that you own or control; and (b) access and use the Service.

License restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

• reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service;
• make modifications to the Service;
• interfere with or circumvent any feature of the Service, including any security or access control mechanism; or
• use the Service to distribute, sell, license, or otherwise commercialize User Content in a manner that violates applicable copyright laws or the rights of any third party.

If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Midium an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to use the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

07Ownership; proprietary rights

The Service is owned and operated by Midium. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Midium (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Midium or its third-party licensors. Except as expressly authorized by Midium, you may not make use of the Materials. There are no implied licenses in these Terms and Midium reserves all rights to the Materials not granted expressly in these Terms.

08Third-party terms

Linked websites

The Service may contain links to third-party websites. Linked websites are not under Midium’s control, and Midium is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with them.

Third-party software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

Analytics

The Service uses third-party analytics services, including PostHog, to collect information about how users interact with the Service. This information helps us understand usage patterns, improve the Service, and troubleshoot issues. Our use of your information is governed by our Privacy Policy.

09User Content

User Content generally

Certain features of the Service permit users to upload or otherwise transmit (“Post”) content to the Service, including audio files and the musical recordings and works embodied in them (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Limited license grant to Midium

By Posting User Content to or via the Service, you grant Midium a worldwide, non-exclusive, royalty-free, fully paid right and license to host, store, transfer, reproduce, modify, separate and transcribe your User Content, and create Output from it, [decide: keep or remove “and to train or improve our AI or machine learning models”], solely to operate, provide, maintain, protect, and improve the Service.

Specific rules for musical works and for recording artists

Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant Midium the licenses in these Terms. If you have assigned your rights to a music publisher or a Performing Rights Organization (“PRO”), then you must obtain the consent of that music publisher or PRO to grant the licenses set forth in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Service is in compliance with any contractual obligations you have to your record label.

You acknowledge that creating a transcription of a copyrighted musical work may require a license or permission from the rights holder, and that the Service does not grant you any such license or permission.

You must have rights to the content you Post

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content, including in all underlying musical works embodied in any sound recording. Midium disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

• You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Midium to use your User Content as necessary to exercise the licenses granted by you in this Section;
• Your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right, or cause Midium to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts to any third parties;
• Your use of the Service, including any Output, is strictly for your own private, non-commercial use. If you make Output available publicly or share it beyond private use, you represent and warrant that you have all necessary permissions to do so. Without limiting the foregoing, you may not use any Output to train, finetune, or develop any machine learning or artificial intelligence model or otherwise ingest Output into any machine learning or artificial intelligence model; and
• To the extent your User Content or related Output embodies the works of third parties, nothing about your use of the Service grants you additional rights to such works.

User Content disclaimer

We are under no obligation to edit or control User Content and will not be in any way responsible or liable for User Content. Midium may, however, at any time and without prior notice, screen, remove, or block any User Content that in our sole judgment violates these Terms or is alleged to violate the rights of third parties. Midium shall have no obligation to you for the removal of User Content or Output or inability to access such User Content or Output. If notified by a content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content. For clarity, Midium does not permit infringing activities on the Service.

Monitoring content

Midium does not control and does not have any obligation to monitor User Content or the use of the Service by its users. Midium reserves the right to monitor information transmitted or received through the Service for operational and other purposes, in accordance with our Privacy Policy, and may block, remove or disable access to any User Content or related Output without any liability to the user who Posted it.

Deletion

Uploaded files and Output are deleted automatically [3 days] after upload. You are solely responsible for downloading and keeping copies of any Output you want to keep. Following deletion, Midium will cease use of the deleted content except for: (a) back-up copies retained for a limited time; and (b) use necessary to comply with law, enforce these Terms, or resolve disputes.

10Communications

We send you emails needed to use the Service, such as sign-in codes. We may also send you emails concerning our products and services. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11Prohibited conduct

BY USING THE SERVICE, YOU AGREE NOT TO:

• use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Midium;
• interfere with security-related features of the Service, including by disabling or circumventing features that prevent or limit use or copying of any content, or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• interfere with the operation of the Service or any user’s enjoyment of the Service, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age;
• sell or otherwise transfer the access granted under these Terms or any Materials;
• use any part of the Service, including Output, to train, finetune, or develop a machine learning or artificial intelligence model, or otherwise ingest any Output or part of the Service into a machine learning or artificial intelligence model; or
• attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

12Intellectual property rights protection

Midium respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

Reporting claimed infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to [contact email] or to [Company legal name], [Registered address], containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the owner’s behalf.

Your Notification of Claimed Infringement may be shared by Midium with the user alleged to have infringed a right you own or control, and you consent to Midium making such disclosures.

Repeat infringers

Midium’s policy is to: (a) remove or disable access to material that Midium believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights.

Counter notification

If you receive a notification from Midium that material made available by you has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Midium with a written “Counter Notification” that includes your signature, identification of the material that has been removed and where it appeared, a statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification, and your name, address, and telephone number. Midium reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

13Modification of terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service.

14Term, termination, and modification of the Service

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described below.

Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Midium may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting us at [contact email].

Effect of termination

Upon termination of these Terms, your license rights will terminate and you must immediately cease all use of the Service, and Sections Licenses (Feedback), Ownership, Indemnity, Disclaimers, Limitation of Liability, Governing Law and General Terms will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

Modification of the Service

Midium reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Midium will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

15Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Midium, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Midium Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with:

• your unauthorized use of, or misuse of, the Service;
• your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
• your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right, including any claim that User Content you uploaded infringes the rights of a third party; or
• any dispute or issue between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of those claims.

16Disclaimers; no warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MIDIUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MIDIUM DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MIDIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, MIDIUM MAKES NO WARRANTY THAT ANY OUTPUT, INCLUDING STEMS, MIDI FILES AND SHEET MUSIC, WILL BE COMPLETE, ACCURATE, OR ERROR-FREE. YOU ACKNOWLEDGE THAT OUTPUT IS GENERATED AUTOMATICALLY AND SHOULD BE CHECKED BEFORE YOU RELY ON IT, AND THAT THE SERVICE IS NOT A SUBSTITUTE FOR INSTRUCTION FROM A QUALIFIED MUSIC TEACHER.

YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

The limitations, exclusions and disclaimers in this Section apply to the fullest extent permitted by law. Midium does not disclaim any warranty or other right that Midium is prohibited from disclaiming under applicable law.

17Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MIDIUM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MIDIUM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MIDIUM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO MIDIUM FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) [US$100].

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. Each of these provisions is severable and independent of all other provisions of these Terms.

18Governing law

These Terms are governed by the laws of [country or state] without regard to conflict of law principles. You and Midium submit to the personal and exclusive jurisdiction of the courts located in [city] for resolution of any lawsuit or court proceeding permitted under these Terms. If you are a consumer, nothing in these Terms takes away the protection of the mandatory laws of the country where you live, or your right to bring a claim in your local courts.

19General terms

These Terms, including the Privacy Policy, are the entire and exclusive understanding and agreement between you and Midium regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms be a waiver of any subsequent breach or default. Use of Section headers in these Terms is for convenience only. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Please read the Midium Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies. The Service may be accessible worldwide; access to the Service from countries or territories or by individuals where such access is illegal is prohibited, and you are responsible for compliance with all local laws.

20Contact information

The Service is offered by [Company legal name], located at [Registered address]. You may contact us by sending correspondence to that address or by emailing us at [contact email].